Emma specialises in providing advice on initial public offerings (IPOs), and to listed companies on their ongoing obligations. The majority of her work involves advising, drafting, assessing and negotiating share lending agreements, relationship agreements, research reports, notifications for the Dutch Authority for the Financial Markets and legal opinions.
Qualifications & Experience
LL.M. Financial Law (Leiden University)
Houthoff assisted the three shareholders of the food ingredients supplier Acatris with the sale of 100% of the shares in Acatris Beheer B.V. to Caldic Ingredients B.V. This creates the opportunity for Acatris to geographically expand its own ingredient blends via the international Caldic distribution channels.
Houthoff advised PPLA Participations Ltd. ("PPLA") on the listing of European units on Euronext Amsterdam and the delisting of securities. Each unit represents one class A voting common share and two class B non-voting common shares of PPLA. The underlying shares are not separately tradable on Euronext Amsterdam. The listing and delisting were both effective on 29 December 2017. All units listed on Euronext Amsterdam are wholly interchangeable with the Brazilian units of PPLA listed and traded in Brazil on B3.
PPLA, a Bermuda company, is the general partner of PPLA Investments, a vehicle with the single purpose of conducting proprietary investments across multiple asset classes, mostly in Brazil, as well as financial investments in the global markets. Virtually all of these investments are managed by the asset management unit of Banco BTG Pactual.
Houthoff assisted PO Söderberg & Partners Aktiebolag with the acquisition of a 31% stake in the pension advisor Montae Groep B.V. Through this collaboration, Montae will be able to link its in-depth knowledge of the Dutch collective pension market with the financial technology of Söderberg. Together they will enable employers, pension funds and participants to make a well-informed pension decision. Taking an interest in the Dutch Montae is in line with Söderberg's strategy to further expand its position on the Dutch market.
PO Söderberg & Partners Aktiebolag is one of the leading financial advisors and provider of insurance and financial products in Scandinavia. It provides various products and services including insurance advice, securities and asset management and financial technology.
Houthoff, jointly with Skadden, represented TMF and the sellers in relation to both the proposed IPO on the London Stock Exchange and the eventual sale of the entire issued share capital of TMF Group to funds advised by CVC Capital Partners. The enterprise value of the transaction is EUR 1.75 billion, and the transaction is scheduled to close during the first half of 2018 subject to receipt of customary regulatory and competition approvals. Given the sale to CVC Capital Partners, the IPO will no longer proceed.
Houthoff advised DP Eurasia N.V. and its shareholders (Turkish Private Equity Fund II L.P. and CEO Aslan Saranga) on the IPO of Netherlands-based DP Eurasia N.V. as premium listed company on the London Stock Exchange. DP Eurasia is the exclusive master franchisee of the Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia. The group offers pizza delivery, takeaway and eat-in facilities at its 571 stores. The IPO comprised both a primary and secondary offering of a total of 74.1 million shares, equating to an offer size of approximately £148 million. This represents 51% of DP Eurasia’s share capital on admission, excluding the over-allotment option (58.6% including full exercise of the over-allotment option). Securities issued by non-UK companies, such as DP Eurasia, cannot be held or transferred electronically (i.e. dematerialised) in the CREST system for a paperless settlement of trades in listed securities and are therefore settled in the form of depositary interests. The admission to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange took place on 3 July 2017.
Houthoff advised Reggeborgh on the IPO of Koninklijke VolkerWessels on Euronext Amsterdam and advised both Reggeborgh and Koninklijke VolkerWessels on all governance-related matters. This included the preparation of the articles of association, the rules of the management board, the supervisory board and its committees, policies, the relationship agreement and the IPO decision-making. VolkerWessels is a market leading construction company operating primarily in the Netherlands, the United Kingdom, Germany and North America. Reggeborgh, which is wholly owned by the Wessels family, is still a majority shareholder. The Wessels family intends to become a long-term minority shareholder of VolkerWessels over time. VolkerWessels was listed on Euronext on 12 May 2017. Reggeborgh sold 25 million shares (31.25%), valuing the company at EUR 1.84 billion. This IPO was the largest in Europe to date in 2017 (outside of technology listings).
Houthoff advised the underwriters (Citigroup, Deutsche Bank, Société Générale, Raiffeisen and WOOD & Company) on the IPO of Netherlands-based Digi Communications N.V. on the Regulated Spot Market of the Bucharest Stock Exchange. Digi Communications is the controlling shareholder of RCS & RDS S.A., a leading provider of telecommunication services in Romania and Hungary. The IPO comprised an offer of class B ordinary shares by existing shareholders. Each class B ordinary share confers the right to cast one vote. The company also has class A ordinary shares which did not form part of the offer and which are not admitted to trading. Each class A ordinary share confers the right to cast ten votes. The class B ordinary shares have the same dividend rights as the class A ordinary shares. The shares were admitted to trading on 16 May 2017.
Advised Cicerone Fund on the acquisition of the long-term leasehold of the Waterstones flagship store located in Piccadilly, London for GBP 92 million from Meyer Bergman. The transaction has been undertaken by Cicerone Holding BV, which is the fully-owned Dutch subsidiary of the fund.